Memoori Business Intelligence Ltd Terms & Conditions
These Terms & Conditions (“Agreement”) is made between Memoori Business Intelligence Ltd, (“Memoori”) and you, or, the entity or organization you represent (in either case “You”).
Memoori provides market research and business intelligence reports and products (“Reports”) as well as other types of content and services (“Services”) through the web site located at www.memoori.com (the “Site”). All access to and use of the Site and all Reports and Services is subject to the terms of this Agreement.
If You have placed or later place an order with Memoori or through a 3rd party affiliate (whether in the form of an online order submitted through the Site, by way of email, phone or otherwise, an “Order”) seeking to access and use certain portions of the Site or to obtain any Reports or Services, and if Memoori accepts that Order, then Your access to and use of the Site and any Reports or Services is also subject to the terms of that Order. This Agreement provides the terms and conditions under which Memoori is willing to accept Your Order and grant You the right to access the portions of the Site or Reports or Services subject to that Order.
Unless or until you have specifically agreed to a separate agreement with Memoori regarding any other reports or services, this Agreement will also govern Your access to and use of any such reports or services generated or provided by Memoori (and any such other reports or services will be included within the “Reports” and “Services,” respectively, for purposes of this Agreement).
If You do not agree to this Agreement, or do not meet the qualifications included in this Agreement, Memoori is unwilling to allow You to access the Site or to reproduce, distribute, access, or use any Report or Service. If You access the Site or reproduce, distribute, access, or use any Report or Service, You acknowledge that You meet the qualifications included in this Agreement and agree to be bound by this Agreement.
The Site and all Reports, and Services are available only to individuals 18 years of age and older who meet all of the qualifications included in this Agreement. By accessing or using the Site or any Reports or Services, You represent that You are at least 18 and meet all such qualifications. You may access and use the Site and the Reports, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You are required to agree to before being given access to any specific areas of the Site or to any Reports or Services (any such additional agreements are in addition to this Agreement and will govern your use of the portions of the Site or any Reports or Services to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements).
Memoori reserves the right, at any time, to modify, suspend, or discontinue access to the Site or any Reports or Services (or any portion thereof). Memoori may modify the terms of this Agreement by making such modifications available on the Site or by providing other notice to You. Any modification will be effective immediately upon posting on the Site or such other notice. As applicable, You will be deemed to have agreed to such modification through Your continued use of the Site or Reports or Services through the Site.
3. Orders and Confirmations
All Orders placed by You for any Reports or Services will be governed by the terms of this Agreement. Memoori will confirm Your Order either through the Site at the time you submit Your Order or by providing You with access to the Reports or Services specified in Your Order (each, a “Confirmation”). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Reports or Services provided to You. This Agreement will govern and control the terms of each Order and Confirmation under this Agreement. By accessing or using any Report or any of the Services, You agree to be bound by the terms of this Agreement and each applicable Order and Confirmation with respect to that Report or those Services.
4. Access to the Site and Services
Memoori provides You with the limited right to access and use the Site and Services subject to the Confirmations provided by Memoori under this Agreement. All such access and use will be solely for Your own use in connection with your own business purposes and at all times in accordance with the terms of this Agreement. Your rights to access and use the Site and Services are personal, non-exclusive, non-transferable and non-sublicensable.
5. Accounts and Users
In addition to the publicly accessible portions of the Site, following issuance of a Confirmation by Memoori, You may be permitted to access the Site and Services through an account on the Site (Your “Account”). If You are an organization, you may allow designated employees within Your organization to access the Site and Services through Your Account (each such individual, as applicable, a “User” of Your Account). If You are an individual, then you may access the Site and Services through Your Account as the sole User of that Account. You (and if you are an organization, each User) will be provided with a user identification and will select a password (each such user identification and password, a “User ID”). Each User ID is personal in nature and may be used only by You or, if You are an organization, by the applicable User. You will not allow any access to or use of Your Account by anyone other than Your authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.
6. Responsibility for User Actions
You are solely responsible for all use of the Site and Services through Your Account, for the actions of each User of Your Account, and for compliance by each User with the applicable terms of this Agreement. You will notify Memoori immediately if any User ID is lost, stolen or otherwise compromised. You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred, and material transferred, stored, modified or shared through use of each User ID (whether lawful or unlawful). Any Services or Reports ordered or transactions completed through Your Account under any User ID will be deemed to have been lawfully completed by You.
You may not access or utilize any Reports, or any data, information, or other content (“Content”) included in any Report, except as expressly permitted in this Agreement. All rights in or to any Reports, or any Content, not expressly stated in this Agreement are reserved by Memoori.
8. Further Limitations on Use
In no event may any of the Reports be used (a) in connection with a public or private offering of securities or (b) in connection with a financial or business transaction in which you reasonably anticipate that such third party may rely on the findings, conclusions or opinions embodied in such Reports.
9. Third-Party Services
The Services may include services or functionality developed, provided, or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Third Party Services may be subject to additional fees as set forth on the Site. Notwithstanding the terms of any Third Party Services Agreement, Memoori may change, modify, replace or discontinue any Third Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third Party Service Agreement, You are granted no licenses or rights, whether by implication or otherwise, in or to any Third Party Services.
You acknowledge that the Site and all Services and Reports, the systems, algorithms, methodologies, databases, software, and other technology used by Memoori to operate the Site and provide the Reports and Services, and the structure, organization, selection, coordination and arrangement of any Content included therein (collectively, the “Technology”), constitute valuable intellectual property of Memoori. You will not, and will not allow any third party to: (1) access or use the Site or any Report or Services, in whole or in part, except as expressly provided in this Agreement; (2) use the Site or any Report or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (3) use automated scripts to collect information from or otherwise interact with the Site or Services; (4) modify, translate, reproduce, publicaly display, or create derivative or collective works comprising the Site or any Reports or Content in any form or format, except for the copies and excerpts expressly permitted by this Agreement; (5) combine or merge any Report or Content with any other data, information, or content not provided by Memoori, provided that excerpts of Reports may be displayed with Your data, information, or content solely for Your own internal business purposes; (6) reverse engineer or otherwise attempt to derive the nature of the Technology or the operation of the Site or any Services; (7) publish, transmit, distribute, disclose, sublicense, rent, lease, loan or otherwise provide any Report or Service, or Content to any third party; (8) alter, obscure or remove any copyright, trademark, or other notice provided on the Site or in connection with any Report or Service; or (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site or any Report or Service; or (10) interfere in any manner with the operation or hosting of, or attempt to gain unauthorized access to, the Site or any Report or Service.. If You would like to publish, cite to, or distribute any Report, You must obtain express permission for such action from Memooir.
All Reports and Content, all Technology, and any information disclosed or made available by Memoori under this Agreement that relates to Memoori or to the preparation, provision or receipt of any Reports or Content, are and will remain the “Confidential Information” of Memoori. You will not use or disclose any Confidential Information for any purpose not expressly permitted by this Agreement. You will protect the Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own most confidential or proprietary information but with no less than reasonable care. You will ensure that all individuals receiving any Confidential Information are under a duty of confidentiality no less restrictive than Your obligations under this Agreement. As a limited exception to the foregoing, Your obligations with respect to any Confidential Information will terminate if such Confidential Information is, or through no fault of Your own becomes, generally available and known to the public. In addition, You may disclose Confidential Information as strictly required by law or by the order of a court of similar judicial or administrative body having jurisdiction over You, provided that You notify Memoori in advance of such required disclosure and cooperates with Memoori in contesting or limiting the scope of such required disclosure.
Memoori retains all right, title and interest, including, without limitation, all IP (as defined below), in and to the Site, all Services and Reports, all Content and Technology therein, and any additions, improvements, updates or modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing. The Memoori name, logo, and the names associated with the Site and all Services and Reports are trademarks of Memoori or third parties, and no right or license is granted to You to use them separate from the rights expressly granted to you under this Agreement. For purposes of this Agreement, “IP” means any and all intellectual property, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting Content, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights and contract rights.
13. Fees and Payment
All fees are as set forth on the Site and in each applicable Order and Confirmation. You agree to pay Memoori all fees as set forth on the Site and in each Order or Confirmation. Unless otherwise stated in the Order or Confirmation, all such fees are due and payable by You when the Report or Services to which those fees relate is first made available to You. This means that you will be charged and then immediately receive an email with a link to download the Report file. You will also receive a separate email which contains your invoice for the purchase. All files are downloaded from the Internet and paid for by You only once.
Memoori will have no obligation to provide any further Reports or Services if You have failed to pay any fees under this Agreement when due. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant Memoori the right to charge the credit card or debit the bank account provided to Memoori for all Fees incurred under this Agreement. Any Fees (invoiced or otherwise) that are not paid as of the due date will accrue interest at 1.5% per month (or the highest amount allowed by law) until paid. Memoori may change any portion of the Fees by posting the changes to the Site or otherwise notifying You of the change, such changes to take effect at the beginning of the next period of this Agreement. All fees are non-refundable once paid to Memoori (including upon any termination or suspension of this Agreement). All fees are exclusive of any use, sales, and other taxes imposed on any transactions under this Agreement, which will be paid by You.
14. Limited Warranty
Memoori will use commercially reasonable efforts to deliver each Report and perform any services relating to any Report as agreed to by Memoori under this Agreement. As Your sole remedy, and Memoori’s sole obligation, for any failure by Memoori to comply with the foregoing sentence, Memoori will, as applicable and in it’s sole discretion, provide a new copy of any Report, re-perform any Services affected by such failure or refund to You the fees (if any) You have actually paid for the affected Report or Services during the month in which the failure occurred. Notwithstanding the foregoing, You remain solely and entirely responsible for Your compliance with, and will defend, indemnify and hold harmless Memoori from and against any claims arising from any actual or alleged violation by You of any international, federal, state or local treaties, laws, rules or regulations regarding Your use of or access to the Site or any Report or Services or regarding your business, products or services.
Memoori provides all reports, services, and content solely for informational purposes and does not warrant that the reports, services or content will be error free or will meet any of your requirements. all reports, services, and content are provided on an “as is” basis and your use of any reports, services, and content is at your own risk. memoori disclaims any and all warranties, representations or covenants relating to this agreement, or to the reports, services, or content provided under this agreement, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. memoori does not guarantee the adequacy, accuracy, timeliness or completeness of any reports, services, or content. memoori will not be subject to any damages or liability for any errors, omissions, interruptions, or delays in any reports, services, or content.
16. Limitation of Liability
In no event will memoori be liable under this agreement or in connection with any report, services, or content for any indirect, special, incidental, punitive or consequential damages, whether in contract, tort (including negligence), strict liability or otherwise, even if memoori has been advised of the possibility of such damages, including, without limitation, loss of profit, revenue, time opportunity, or goodwill. the maximum cumulative liability of memoori in connection with this agreement or any report, services, or content will not exceed the fees (if any) actually paid by you to memoori for the report or services to which such liability relates in the 1 month period proceeding the date such liability is alleged to have arisen. you may not bring any action, regardless of form, arising from or pertaining to this agreement or any report or content more than 1 year after such action has accrued.
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement or any Report or Content, including the formation, validity, binding effect, interpretation, performance, breach, or termination, of this Agreement submitted to arbitration under this Agreement and all non-contractual claims relating to this Agreement or any Report or Content (each, a “Dispute”), in accordance with the procedures set forth in this Section 19. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the reasonable costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
18. Data Privacy
19. Returns Policy
All Reports and Services purchased through this Site are Non Refundable.